Wisconsin Statutes 180.1003 – Amendment of articles of incorporation by board of directors and shareholders
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Terms Used In Wisconsin Statutes 180.1003
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
- State: when applied to states of the United States, includes the District of Columbia, the commonwealth of Puerto Rico and the several territories organized by Congress. See Wisconsin Statutes 990.01
(1)
(a) The corporation‘s board of directors may propose one or more amendments to the articles of incorporation for submission to shareholders.
(b) The board of directors may condition its submission of the proposed amendment on any basis.
(2)
(a) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with s. 180.0705, except as provided in par. (b).
(b) The notice shall state that the purpose, or one of the purposes, of the meeting is to consider and to act upon the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment.
(3) Unless this chapter, the articles of incorporation, bylaws adopted under authority granted in the articles of incorporation or, acting under sub. (1) (b), the board of directors requires a greater vote or a vote by voting groups, the amendment is adopted if approved by all of the following:
(a) A majority of the votes entitled to be cast on the amendment by each voting group with respect to which the amendment would create dissenters’ rights under s. 180.1302.
(b) The votes required by ss. 180.0725 and 180.0726 by every other voting group entitled to vote on the amendment.